Attached files

file filename
S-1 - PHYHEALTH CORPORATION FORM S-1 - PHYHEALTH Corpphyhealth_s1.htm
EX-5.1 - OPINION OF COUNSEL AS TO THE LEGALITY OF THE SHARES BEING SPUN OFF - PHYHEALTH Corpex5_1.htm
EX-10.7 - FORM OF SERIES B PREFERRED STOCK CERTIFICATE OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex10_7.htm
EX-23.1 - CONSENT OF COUNSEL (CARL N. DUNCAN, ESQ., LLC) - PHYHEALTH Corpex23_1.htm
EX-10.6 - NEVADA CERTIFICATE OF DESIGNATION REGARDING SERIES B PREFERRED STOCK OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex10_6.htm
EX-10.3 - NEVADA CERTIFICATE OF DESIGNATION REGARDING CONVERTIBLE PREFERRED STOCK OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex10_3.htm
EX-10.1 - FLORIDA DEPARTMENT OF STATE DOING BUSINESS QUALIFICATION OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex10_1.htm
EX-10.5 - CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION RE CONVERTIBLE PREFERRED STOCK - PHYHEALTH Corpex10_5.htm
EX-23.3 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - PHYHEALTH Corpex23_3.htm
EX-10.4 - FORM OF CONVERTIBLE PREFERRED STOCK CERTIFICATE OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex10_4.htm
EX-10.2 - FLORIDA CERTIFICATE OF GOOD STANDING DATED AUGUST 2009 - PHYHEALTH Corpex10_2.htm
EX-10.8 - OFFICE LEASE OF PHYSICIANS HEALTHCARE MANAGEMENT, INC. AND ASSOCIATED RENEWALS - PHYHEALTH Corpex10_8.htm
EX-23.2 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FIRM (SALBERG AND COMPANY, P.A.) - PHYHEALTH Corpex23_2.htm
EX-10.19 - TAX MATTERS AGREEMENT BETWEEN THE REGISTRANT AND PHYHEALTH CORPORATION - PHYHEALTH Corpex10_19.htm
EX-3.1.4 - CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION REGARDING PREFERRED SHARES OF REGISTRANT - PHYHEALTH Corpex3_1-4.htm
EX-3.3.2 - FORM OF STOCK CERTIFICATE OF REGISTRANT - PHYHEALTH Corpex3_3-2.htm
EX-3.1.1 - CERTIFICATE OF INCORPORATION OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex3_1-1.htm
EX-3.3.1 - FORM OF STOCK CERTIFICATE OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex3_3-1.htm
EX-10.12 - EMPLOYMENT AGREEMENT BETWEEN PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. AND ROBERT L. TRINKA - PHYHEALTH Corpex10_12.htm
EX-10.17 - FORM OF WARRANT AGREEMENT - PHYHEALTH Corpex10_17.htm
EX-3.2.2 - BYLAWS OF REGISTRANT - PHYHEALTH Corpex3_2-2.htm
EX-10.15 - EMPLOYMENT AGREEMENT BETWEEN REGISTRANT AND FIDEL R. RODRIGUEZ, EFFECTIVE AS OF DATE OF SPINOFF - PHYHEALTH Corpex10_15.htm
EX-10.10 - ENGAGEMENT AGREEMENT DATED OCTOBER 6, 2006 BETWEEN PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. AND CFO PROFESSIONAL SERVICES, LLC - PHYHEALTH Corpex10_10.htm
EX-10.16 - FORM OF STOCK OPTIONS AGREEMENT - PHYHEALTH Corpex10_16.htm
EX-10.13 - EMPLOYMENT AGREEMENT BETWEEN PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. AND FIDEL R. RODRIGUEZ - PHYHEALTH Corpex10_13.htm
EX-3.2.1 - BYLAWS OF PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. - PHYHEALTH Corpex3_2-1.htm
EX-10.18 - SEPARATION AGREEMENT BETWEEN THE REGISTRANT AND PHYHEALTH CORPORATION - PHYHEALTH Corpex10_18.htm
EX-10.14 - EMPLOYMENT AGREEMENT BETWEEN REGISTRANT AND ROBERT L. TRINKA, EFFECTIVE AS OF DATE OF SPINOFF - PHYHEALTH Corpex10_14.htm
EX-10.11 - STOCK PURCHASE AGREEMENT DATED MAY 9, 2006 BETWEEN PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. AND TIGER TEAM TECHNOLOGIES, INC. ET AL - PHYHEALTH Corpex10_11.htm
EX-3.1.2 - CERTIFICATE OF INCORPORATION OF REGISTRANT - PHYHEALTH Corpex3_1-2.htm
EX-10.9 - MARKETING JOINT VENTURE AGREEMENT DATED JANUARY 10, 2008 BETWEEN PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. AND SORRY WORKS, INC. - PHYHEALTH Corpex10_9.htm


EXHIBIT 3.1.3













CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
REGARDING INCREASED AUTHORIZATION OF REGISTRANT

 
 
 
 
 
 
 
 
 
 

 

 
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DELAWARE
PAGE 1

THE FIRST STATE

 
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “PHYHEALTH CORPORATION”, FILED IN THIS OFFICE ON THE SECOND DAY OF NOVEMBER, A.D. 2009, AT 1:37 O’CLOCK P.M.
 
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.









 
SECRETARY OF STATE’S SEAL
 
4491856 8100   /s/ Jeffrey W. Bullock  
090982979      Jeffrey W. Bullock, Secretary of State  
You may verify this certificate online    AUTHENTICATION: 7619208  
at corp.delaware.gov/authver.shtml     DATE:  11-03-09  

 
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State of Delaware
Secretary of State
Division of Corporation
Delivered 01:37 PM 11/02/2009
FILED 01:37 PM 11/02/2009
SRV 09098279 – 4491856 FILE
 
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

 
The corporation organized and existing under and by virture of the General Corporation Law of the State of Delaware does hereby certify
FIRST:         That at a meeting of the Board of Directors of
PHYHEALTH CORPORATION
Resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof.  The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article therof numbered “FOURTH “ so that, as amended, said Article shall be and read as follows:
THE AMOUNT OF TOTAL STOCK OF THIS CORPORATION IS AUTHORIZED TO ISSUE IS 40,000,000 SHARES OF COMMON STOCK AND 10,000,000 SHARES OF PREFERRED STOCK.  BOTH WITH A PART VALUE OF 0.000100.
SECOND:    That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called an held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statue were voted in favor of the amendment.
THIRD:         That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
 
IN WINTESS WHEREOF, said corporation has caused this certificate to be signed this      29th day of______OCTOBER_____ , 20 09___.
 
  By:   /s/ Robert Trinka     
  Robert L. Trinka  
  Authorized Officer  
  Title:  PRESIDENT  
  Name:  Robert Trinka   
   Print or Type  

 
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